NDA / Confidentiality Agreement for Business (One way / Unilateral)

This NDA / Confidentiality Agreement for Business (One way / Unilateral) is a legal document that establishes a confidential relationship between the discloser and the disclosee. The document is entered into by two parties, namely the discloser and the disclosee. The discloser is the party who owns certain confidential information, while the disclosee is the party who wishes to evaluate that information for the purpose of determining its interest in establishing a business relationship with the discloser.

 

The agreement begins with an interpretation section, which defines key terms used throughout the document. The information is defined as any and all information in the possession of the discloser, including discoveries, ideas, concepts, know-how, designs, specifications, drawings, patents, copyrighted materials, and more. The purpose is defined as any discussions and negotiations between the parties concerning or in connection with the evaluation or establishment of a business relationship.

 

The obligations of confidentiality are outlined in Section 2 of the agreement. The disclosee undertakes to maintain the confidentiality of the information and to use it exclusively for the purpose and for no other purpose. The disclosee is prohibited from copying, reproducing, or reducing the information to writing without the prior written approval of the discloser. The disclosee is also prohibited from using, reproducing, transforming, or storing the information in an externally accessible computer or electronic information retrieval system without the prior written approval of the discloser.

 

Section 3 of the agreement covers confidentiality measures. The disclosee is required to only disclose the information to approved representatives who have been previously approved in writing by the discloser and who require access to the information for the purpose. The disclosee must keep the information separate from other documents and records, apply adequate security measures to protect the information, keep a written record of the information received and any copies made, and ensure that the information is not removed from its premises without the prior written approval of the discloser.

 

Exceptions to the obligations of confidentiality are outlined in Section 4. The disclosee is not bound by the obligations for information that is lawfully available to the public, previously known to and at the free disposal of the disclosee, or disclosed by a third party with the right to make that disclosure. The burden of proof for these exceptions lies with the disclosee.

 

Section 5 of the agreement addresses the return of information. Upon written request by the discloser, the disclosee must return or destroy all documents and materials containing the information. The disclosee remains bound by the obligations of confidentiality even after the completion of the purpose or the return or destruction of the information.

 

The agreement includes disclaimers and warranties in Section 6. The discloser retains all rights in its information and no license is granted to the disclosee. The information is provided on an as-is basis and no representation or warranty is made as to its accuracy, reliability, or completeness. The discloser, its associates, and representatives have no liability for the use of the information by the disclosee.

 

Section 7 addresses the confidentiality of the agreement itself. Both parties agree to keep the existence and nature of the agreement confidential. Any announcement or circular relating to the agreement must be approved by both parties.

 

The agreement includes provisions for remedies, waiver, assignment, entire agreement, intellectual property rights and license, governing law and jurisdiction, notices and service, and no rights under contracts for third parties.

 

This NDA / Confidentiality Agreement for Business (One way / Unilateral) is a comprehensive document that protects the confidential information of the discloser and establishes clear obligations of confidentiality for the disclosee.

How to use this document?

1. Enter the names and principal places of business of the discloser and the disclosee in the agreement. This ensures that both parties are clearly identified.

2. Determine whether the details of the confidential information will be included in the schedule. If so, provide a detailed description of the information in the schedule.

3. Specify the purpose of the agreement, which is the evaluation or establishment of a business relationship between the parties. This ensures that both parties are aware of the purpose of disclosing the confidential information.

4. Review and understand the obligations of confidentiality outlined in Section 2. The disclosee must maintain the confidentiality of the information, use it exclusively for the purpose, and obtain written approval for copying or reproducing the information.

5. Implement confidentiality measures outlined in Section 3. Only disclose the information to approved representatives who require access for the purpose. Keep the information separate from other documents and apply adequate security measures to protect it.

6. Familiarize yourself with the exceptions to the obligations of confidentiality in Section 4. The disclosee is not bound by the obligations for information that is publicly available, previously known, or disclosed by a third party with the right to do so.

7. Understand the requirements for returning or destroying the information outlined in Section 5. Upon written request by the discloser, return all documents and materials containing the information or destroy them as instructed.

8. Take note of the disclaimers and warranties in Section 6. The discloser retains all rights in the information and provides it on an as-is basis. The discloser, its associates, and representatives have no liability for the use of the information.

9. Keep the existence and nature of the agreement confidential, as stated in Section 7. Obtain approval from both parties before making any announcements or circulars regarding the agreement.

10. Familiarize yourself with the provisions for remedies, waiver, assignment, entire agreement, intellectual property rights and license, governing law and jurisdiction, notices and service, and no rights under contracts for third parties. These provisions outline the rights and responsibilities of both parties under the agreement.

11. Seek legal advice if needed to ensure full compliance with the terms and conditions of the NDA / Confidentiality Agreement for Business (One way / Unilateral).